Consensus One Venture Capital Limited Partnership Deed


2. THE PARTNERSHIP

2.1 Investment Plan 
2.2 Continuity of the Partnership 
2.3 Continuity as a limited partnership 
2.4 Venture Capital Limited Partnership 
2.5 Partner status 
2.6 Exclusion of the Partnership Act, other statutes and laws 
2.7 Name 
2.8 Registered Office 
2.9 Documents and lodgings

2.1 Investment Plan

The intended future activities of the Partnership are as set out in the Investment Plan. Attachment A

2.2 Continuity of the Partnership

None of the following events affect the continuity of the Partnership:

(a) the death, bankruptcy, insolvency, dissolution or winding up of a Partner;

(b) a person becoming or ceasing to be a Partner; or

(c) a Disposal in respect of all or any of the Partnership Interest of a Partner.

2.3 Continuity as a limited partnership

(a) Each Limited Partner:

(i) must comply with any reasonable requirements (whether at law, pursuant to a request by the General Partner or otherwise) to ensure that the Partnership remains a limited partnership until termination of this deed; and

(ii) must not do or fail to do any act which may result in the Partnership ceasing to be a limited partnership before termination of this deed.

(b) The General Partner must use all reasonable endeavours to ensure that the Partnership remains a limited partnership until termination of this deed.

2.4 Venture Capital Limited Partnership

(a) Each Initial Subscriber must comply with any reasonable requirements (whether at law, pursuant to a request by the General Partner or otherwise) to ensure that the Partnership becomes a Venture Capital Limited Partnership within 120 days after there is at least one Initial Subscriber (or any later date agreed between the General Partner and the Initial Subscribers).

(b) Each Limited Partner:

(i) must comply with any reasonable requirements (whether at law, pursuant to a request by the General Partner or otherwise) to ensure that after the Partnership becomes a Venture Capital Limited Partnership, it remains a Venture Capital Limited Partnership until termination of this deed; and

(ii) must not do or fail to do any act which may result in the Partnership ceasing to be a Venture Capital Limited Partnership before termination of this deed.

(c) The General Partner must use all reasonable endeavours to ensure that:

(i) the Partnership becomes a Venture Capital Limited Partnership within 120 days after there is at least one Initial Subscriber (or any later date agreed between the General Partner and the Initial Subscribers);

(ii) after the Partnership becomes a Venture Capital Limited Partnership, it remains a Venture Capital Limited Partnership until termination of this deed;

(iii) the activities of the Partnership are of the type described in section 9-1(1)(f) of the Venture Capital Act; and

(iv) each investment of the Partnership is an investment described in section 9-1(1)(e) of the Venture Capital Act and which is not contrary to section 9-1(1)(g) of the Venture Capital Act.

(d) As required in section 11-1(2)(f) of the Venture Capital Act:

(i) the Partners must pay Capital Contributions as and when required under this deed;

(ii) no person may become a Partner except as provided for in this deed; and

(iii) the committed capital (as defined in section 995-1 of the Tax Act) of the Partnership may not be increased except as provided for in this deed.

2.5 Partner status

Despite any other provision of this deed:

(a) no person is a partner of the Partnership until the person becomes a Partner;

(b) a person is a partner of the Partnership on and from the date the person becomes a Partner; and

(c) a Partner ceases to be a partner of the Partnership on and from the date of cessation of that person as a Partner.

2.6 Exclusion of the Partnership Act, other statutes and laws

To the extent permitted by the Partnership Act, each Other Jurisdiction Partnership Act and any other law applicable to the Partnership in any Australian jurisdiction:

(a) each provision of the Partnership Act (including sections [18, 24, 26, 27, 28, 29, 30, 32, 33, 42, 43, 44, 68 and 69] of the Partnership Act) and each Other Jurisdiction Partnership Act;

(b) any implied obligation of any Partner; and

(c) any other rule or law,

which may be excluded or amended by or is subject to:

(d) either express or implied agreement between the Partners; or

(e) this deed,

is excluded and does not apply to the Partnership or the Partners in relation to the Partnership.

2.7 Name

(a) The General Partner may change the Firm-Name.

(b) The General Partner must give prompt notice to each Limited Partner of any change of the Firm-Name.

2.8 Registered Office

(a) The General Partner may change the Registered Office.

(b) The General Partner must give prompt notice to each Limited Partner of any change of the Registered Office.

2.9 Documents and lodgings

(a) The General Partner may request a Limited Partner to provide any information and execute and deliver any documents to the General Partner or any person specified by the General Partner, which the General Partner reasonably considers to be necessary or desirable to:

(i) give effect to a provision of this deed;

(ii) conduct the business of the Partnership, where not in conflict with this deed;

(iii) ensure that the Partnership becomes a Venture Capital Limited Partnership within 120 days after there is at least one Initial Subscriber (or any later date agreed between the General Partner and the Initial Subscribers);

(iv) ensure that after the Partnership becomes a Venture Capital Limited Partnership, it remains a Venture Capital Limited Partnership until termination of this deed;

(v) update the Register in respect of the Partnership in accordance with the Partnership Act;

(vi) update particulars which are required to be notified to a person in relation to the registration of the Partnership as a Venture Capital Limited Partnership under the Venture Capital Act;

(vii) comply with an applicable law or requirement of a body that has jurisdiction over the Partnership or the General Partner;

(viii) give effect to a change in the composition or management of the Partnership in accordance with this deed; or

(ix) give effect to a dissolution or winding up of the Partnership or termination of this deed, in accordance with this deed or an applicable law.

(b) If a request is made to a Limited Partner under paragraph (a), the Limited Partner must comply with that request within 2 Business Days after the request (in respect of any update of the Register in respect of the Partnership) or promptly after the request (in respect of any other matter), or within such other reasonable time specified by the General Partner.

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